Notice is hereby given to the holders of common stock of General Finance Corporation that the Annual Meeting of Stockholders ("(“Annual ~~Meeting"~~Meeting”) will be held on Thursday, December ~~5, 2013~~1, 2016 at 10:00 a.m. Pacific Standard Time at the offices of General Finance Corporation located at 39 East Union Street, Pasadena, California. At the Annual Meeting we will ask you to:

If you owned common stock of General Finance Corporation on October ~~9, 2013,~~3, 2016, the record date, you are entitled to attend and vote at the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available at the principal executive offices of General Finance Corporation located at 39 East Union Street, Pasadena, California beginning November ~~25, 2013~~21, 2016 and at the Annual Meeting.

If you submit a proxy, you are entitled to revoke your proxy at any time before it is exercised by attending the Annual Meeting and voting in person, duly executing and delivering a proxy bearing a later date or sending written notice of revocation to our Secretary at 39 East Union Street, Pasadena, California 91103. Whether or not you plan to be present at the Annual Meeting, we encourage you to vote your proxy by following the instructions provided in this Proxy Statement or on the proxy card. Any stockholder attending the meeting may vote in person even if the stockholder previously returned a proxy.

We sent you this Proxy Statement and the enclosed proxy card because you owned shares of common stock (“Common Stock”) of General Finance Corporation ~~("we"~~(“we” or the ~~"Company"~~“Company”) at the close of business on October ~~9, 2013,~~3, 2016, the record date. Stockholders who owned Common Stock on the record date are entitled to vote on matters properly presented at the Annual Meeting. On the record date, there were 24,336,925 shares of Common Stock outstanding. The Common Stock is our only class of voting stock outstanding.

This Proxy Statement, which is furnished by the Board, provides you with information that will help you cast your vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card.

When you return the completed, signed and dated proxy card, you appoint the proxy holders named therein (your proxies), as your representatives at the Annual Meeting. The proxy holders will vote your shares at the Annual Meeting as you have instructed them on your proxy card(s). If an issue that is not set forth on the proxy card comes up for vote at the Annual Meeting, the proxy holders will vote your shares, under your proxy, in accordance with their best judgment.

We began sending this Proxy Statement, the attached Notice of Annual Meeting and the enclosed proxy card on or about October ~~21, 2013~~17, 2016 to all stockholders entitled to vote.

We have enclosed with this Proxy Statement and proxy card our Annual Report to ~~Stockholders,~~stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013~~2016 as filed with the SEC.

We ask you to vote on the election of ~~two~~one Class A ~~directors,~~director, ratification of the selection of Crowe Horwath LLP as our independent auditors for the fiscal year ending June 30, ~~2014,~~2017, an advisory (non-binding) vote on executive compensation, an advisory (non-binding) vote regarding the frequency of future advisory votes on executive compensation and any other matter properly presented at the Annual Meeting. The sections entitled “Election of ~~Directors,~~Director,” “Ratification of Selection of Independent Auditors,” “Advisory ~~Vote on~~(Non-Binding) Resolution Regarding Executive Compensation” and “Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation” provide more information on these proposals.

At the time this Proxy Statement was printed, we knew of no other matters to be acted upon by stockholders at the Annual Meeting.

You have one vote for each share of our Common Stock you own. Charles Barrantes, our Executive Vice President and Chief Financial Officer, and Christopher Wilson, our General Counsel, Vice President and Secretary, will act as inspectors of the election and will tabulate the votes.

Abstentions and broker non-votes will be included in the number of shares present at the Annual Meeting for purposes of determining the presence of a quorum. (A “broker non-vote” occurs when a beneficial owner fails to provide the broker with instructions on how the vote the shares, and the broker lacks discretionary authority to vote the shares.) Abstentions and broker non-votes will not be counted either as a vote cast for or against the election of ~~our two~~the Class A ~~directors,~~director, the ratification of selection of independent auditors, the advisory vote on executive compensation or the advisory vote on the frequency of future advisory votes on executive compensation.

~~Yes,~~

If you are a stockholder of record, you can change or revoke your proxy before it is exercised by ~~notifying~~giving written notice to our Secretary ~~by telephone or mail~~ or in person at our corporate headquarters before the Annual Meeting that you have revoked your proxy, by delivering in a timely manner a valid proxy by mail, telephone or Internet with a date later than the prior proxy or by attending the Annual Meeting and voting in person.

If your shares of Common Stock are held in street name, your broker, bank or other holder of record, under certain circumstances, may not vote your shares without specific voting instructions under rules of The NASDAQ Stock Market LLC ~~("NASDAQ"~~(“NASDAQ”). ~~If you do not vote your proxy, your brokerage firm will leave your shares unvoted.~~ This is called a “broker non-vote.” We encourage you to provide instructions to your brokerage firm by voting your proxy. This ensures your shares will be voted at the Annual Meeting.

If you have more than one account at the transfer agent and/or with stockbrokers, you will receive separate proxy cards for each account. Please sign and return all proxy cards to ensure that all your shares are voted.

Based on the number of shares of Common Stock outstanding on the record date, up to ~~24,336,925~~26,221,772 votes may be cast on any matter.

Shares representing a majority of our outstanding votes on the record date of October ~~9, 2013~~3, 2016 must be present in person or by proxy to constitute a quorum for the transaction of business at the Annual ~~Meeting in order to hold the Annual Meeting and conduct business. This is called a quorum.~~Meeting. Accordingly, a quorum will be present at the Annual Meeting if ~~12,168,463~~13,110,887 shares of Common Stock are represented at the Annual Meeting in person or by proxy.

Nominations for the election of individuals to the Board may be made by the Board or by any holder of our Common Stock.

The ~~two nominees~~nominee receiving the highest number of “FOR” votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of the ~~two~~one Class A ~~directors~~director will be elected as ~~directors.~~the Class A Director. This number is called a plurality. If ~~you do not vote for a nominee, or~~ you withhold authority to vote for the nominee on your proxy card, your vote will not count either “for” or “against” the nominee.

The selection of Crowe Horwath LLP will be ratified if a majority of the votes cast ~~on the selection~~ are voted in favor of ratification.

The votes cast “FOR” the advisory vote on executive compensation must exceed the votes cast “AGAINST” to approve, on a non-binding basis, the compensation of our named executive officers. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal.

~~Holders~~

The option of Common Stock are being asked to express their preference concerning the frequency of future advisory votes on executive compensation. Common stockholders are being asked to vote for future advisory votes on executive compensation every year, everythree years, two years or ~~every three years.~~one year that receives the highest number of votes cast by stockholders entitled to vote will be frequency choice that is selected by holders of Common Stock. If you do not vote for one of the alternatives or if abstain from the vote, your advisory vote will not be counted for any of the alternatives.

A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting by contacting the Company Secretary for any purpose appropriate to the Annual Meeting at our offices located at 39 East Union Street, Pasadena, California between the hours of 9:00 a.m. and 5:00 p.m.

The Company pays ~~for distributing~~to distribute and ~~soliciting~~solicit proxies and reimburses the reasonable fees and expenses ofincurred by brokers, nominees, fiduciaries and other custodians in forwarding proxy materials to stockholders. The directors, officers and employees of the Company may solicit proxies in person, through mail, telephone, electronic transmission or other means. We do not pay those individuals additional compensation for soliciting proxies.

We will announce the ~~preliminary~~final voting results at the Annual Meeting. We will also report final voting results from the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Pursuant to our Amended and Restated Certificate of Incorporation, the Board must consist of no less than three members, the exact number of which is determined from time to time by the Board, divided into three classes designated Class A, Class B and Class C, respectively. The Board has presently fixed the number of directors at six.

~~The terms~~

CORPORATE GOVERNANCE

Overview

This section of the ~~Class A directors will expire as~~Proxy Statement provides an overview of the annual meeting of stockholders in 2013, the terms of the Class B directors will expire as of the annual meeting of stockholders in 2014 and the term of the Class C director will expire as of the annual meeting of stockholders in 2015. Upon expiration of the terms of the directors of each class as set forth above, the terms of their successors in that class will continue until the end of their terms and until their successors are duly elected and qualified.

The Board has nominated the two current Class A directors for re-election by the stockholders. The nominees have indicated that they are willing to serve as directors. If the nominees are unable to serve or for good cause will not serve, your proxy holders may vote for another nominee proposed by the Board. If any director resigns, dies or is otherwise unable to serve out his or her term, the Board may fill the vacancy until the next annual meeting.

~~The following information is provided regarding the nominee and the continuing directors:~~

The nominees are current directors and have consented to serve as directors. The Board has no reason to believe that the nominees will be unable to serve as directors. If either of the nominees are unable to serve or should a vacancy occur before the annual meeting, the Board may designate a substitute nominee. If a substitute nominee is named, your shares will be voted in favor of the election of the substitute nominee designated by the Board.

~~The business~~best interests of the Company is managed under the direction of the Company’s Board. The Board’s general oversight responsibility is conferred by the Delaware General Corporation Law, the Company’s Amended and Restated Certificate of Incorporation and the Company’s Bylaws. The leadership structure of the Board and its committees assist the Board in exercising its fiduciary duties as it oversees the Company’s business affairs, Chief Executive Officer performance and succession, internal controls over financial reporting and long-term strategy.

The Company does not have a formal policy concerning whether the same individual may serve as the Chief Executive Officer and Chairman of the Board. The Company currently has one individual serving as the Chief Executive Officer and another individual serving as the Chairman of the Board.

The identification, evaluation and mitigation of risks arising in connection with the Company’s businesses are the responsibility of the Company’s senior management. The Board’s responsibility is to understand the risks related to the Company’s businesses and to oversee senior management’s mitigation of those risks.

~~The Board and the Audit Committee receive regular reports from senior management concerning the risks related to the Company’s businesses.~~

The Audit Committee and the Nominating and Governance Committee have certain risk management oversight responsibilities and regularly report to the Board concerning risk management. These reports include the risks considered by each committee and the direction given to management to mitigate these risks. The Audit Committee oversees compliance by the Company with legal requirements and regularly receives reports concerning the Company’s significant internal controls and steps taken by management to maintain a strong internal controls environment. In addition, representatives of the Company’s independent auditors attend Audit Committee meetings, deliver presentations to the Audit Committee and meet with the Audit Committee in private session. The Company’s Chief Financial Officer and General Counsel also meet in private session with the Audit Committee. The Nominating and Governance Committee develops corporate governance principles and oversees management’s evaluation and mitigation of risk relating to the Company’s Code of Ethics and business practices.

Our corporate governance reflects the practices and principles that guide the Company. Our corporate governance framework specifies the duties, responsibilities and rights of our stockholders, Board and management. Our corporate governance principles are found in the Company’s charter documents, the Company’s Corporate Governance Guidelines, Company’s Code of Ethics, committee charters and other policies approved by the Board.

stockholders.

The Corporate Governance Guidelines were adopted by the Board in December 2010. The Corporate Governance Guidelines are reviewed at least annually to guide our corporate governance in response to changing regulatory requirements and as circumstances warrant.

~~NASDAQ requires that a~~A majority of our directors are independent.

In making these determinations, the Board was presented with a report from the Company’s General Counsel and discussed information provided by the directors and the Company with regard to each director’s business and personal activities as they relate to the Company. Each director and executive officer is required to complete a director and officer questionnaire each year which requires disclosure of transactions with the Company in which the director or officer, or any members of his or her family, have a direct or indirect material interest.

~~The Board has determined that Ms. Harris and Messrs. Connell, Glascott and Roszak are~~ independent under The NASDAQ Stock Market rules and listing standards and have no relationship with the Company except as a director and stockholder. The Board determined that Mr. Valenta is not independent because he is the President and Chief Executive Officer of the Company. The Board determined that Mr. Marrero is not independent because he serves as the Chief Executive Officer of General Finance Group, Inc., a specialty finance company controlled by Mr. Valenta.directors.

The Company’s corporate governance guidelines require independent directors to meet, without management, at regularly scheduled executive sessions which generally may take place after regularly scheduled meetings of the entire Board. The Chairman of the Board or any two independent directors may call a special executive session of the independent directors at any time. Such special executive sessions may take place after a regular or special meeting of the entire Board or at such other time deemed appropriate.

~~The Board has an Audit Committee, a Compensation Committee~~member, and ~~a Nominating and Governance Committee. Each committee regularly delivers reports to~~ the full Board concerning its meetings and actions. In fiscal year 2013 the independent directors met in executive session seven times, and the Audit Committee met in executive session during each of its six regularly scheduled meetings.

The Nominating and Governance Committee periodically assesses the size and composition of the Board. The Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board. The committee is responsible for identifying and assessing potential director candidates and recommending qualified candidates to the Board. When considering candidates for director, the Nominating and Governance Committee takes into account a number of factors, including the following:

~~Candidates need not possess all of these characteristics, nor are all of these factors weighed equally.~~

The Nominating Committee will consider candidates for directors recommended by stockholders who follow the proper procedures in submitting the recommendation. The Board will consider candidates recommended by stockholders using the same criteria it applies to candidates recommended by directors. To be considered for election at an annual meeting, the recommendation must be submitted no later than November 10, 2013. The recommendation must by in writing addressed to the Secretary and must include the following: (i) a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating Committee; (ii) the name and contact information for the candidate; (iii) a statement of the candidate’s business and educational experience; (iv) information regarding each of the factors listed above (other than the factor regarding board size and composition) sufficient to enable the Nominating Committee to evaluate the candidate; (v) a statement detailing any relationship between the candidate and any competitor of the Company; (vi) detailed information about any relationship or understanding between the writer and the candidate; and (vii) a statement that the candidate is willing to be considered and is willing to serve as a director if nominated and elected.

No person who served on the Compensation Committee in fiscal year 2013 was, during the year or previously, an officer or employee of the Company or had a relationship with the Company requiring disclosure under Item 404 of Regulation S-K. Since March 2009 Mr. Marrero has served as the Chief Executive Officer of the specialty finance companies of General Finance Group, Inc., a company controlled by Ronald Valenta. Mr. Valenta has the power to set Mr. Marrero's incentive compensation. No other interlocking relationship exists between any member of the Board and any member of any other company’s board of directors or compensation committee.

The Company has not adopted a formal written policy regarding transactions with related persons. The Company’s Code of Ethics for Directors, Officers and Employees (“Code of Ethics”) requires the disclosure of all potential conflicts of interest. Delaware law in turn requires that each director or officer disclose to the Board all material facts relating to such director’s or officer’s relationship or interest in a proposed contract or transaction and that a majority of the Board, with any interested director abstaining, approve the contract or transaction in good faith.

The Company’s Board is responsible for reviewing any proposed transaction with related persons. The Board considers all relevant information in deciding whether to approve or reject a transaction with a related person.

~~Information relating to transactions between the Company and related persons is set forth in “Transactions with Related Parties.”~~

Stockholders may communicate with the Board in writing by mail delivered to the following address: General Finance Corporation, 39 East Union Street, Pasadena, California 91103, Attention: Secretary. All notices and communications received in writing will be distributed to the Chairman of the Board or the chairman of the appropriate Board committee.

We will provide a copy of the Code of Ethics upon written request delivered to General Finance Corporation, 39 East Union Street, Pasadena, California 91103, Attention: Secretary.

2016 the six non-employee directors received compensation consisting of cash fees and restricted stock.

In October 2011, the Compensation Committee approved a ~~new~~ schedule of compensation of our non-employee directors ~~effective January 1, 2012~~ which, as reflected by the table below, established that if a single committee meeting or multiple committee meetings are held on the same day, a director will receive a fee of $1,500. The following table summarizes the schedule of compensation of our non-employee directors (directors who also serve as officers currently receive no additional compensation for their services as directors)., as amended on June 5, 2014. In addition to the compensation set forth below, each director is also eligible for reimbursement of reasonable expenses incurred in connection with the director’s services.


Annual Retainer—Non-Employee Chairman of the Board	$	60,000
Annual Retainer—Lead Independent Director		60,000
Annual Retainer—Non-Employee Directors		40,000
Additional Annual Retainer—Audit Committee Chair		12,000
Additional Annual Retainer—Compensation Committee Chair		10,000
Additional Annual Retainer—Nominating and Governance Committee Chair		6,000
Committee Meeting Attendance Fee		1,500

The annual retainers are payable in advance in quarterly installments, and committee fees are paid at the end of each quarter. The Chairman of the Board shall have the discretion to pay additional fees to directors for meetings other than regular meetings of the Board. ~~Upon reelection~~

11

The following table sets forth information regarding compensation earned during fiscal year 2016. Employee directors do not receive any compensation for service on the Board.

Fiscal Year 2016 Non-Employee Director Compensation


Name	Annual Retainer			Committee Chair Fees		Committee Meeting Fees		Total Cash Fees		Stock Awards(1)		Total
James B. Roszak	$	60,000		$	12,000	$	13,500	$	85,500	$	44,997	$	130,497
David M. Connell	$	40,000		$	7,500	$	12,000	$	59,500	$	44,997	$	104,497
Manuel Marrero	$	40,000		$	—	$	1,500	$	41,500	$	44,997	$	86,497
Susan L. Harris	$	40,000		$	7,000	$	13,500	$	60,500	$	44,997	$	105,497
Larry D. Tashjian	$	40,000		$	1,500	$	13,500	$	55,000	$	44,997	$	99,997
William H. Baribault	$	20,000	(2)	$	—	$	4,500	$	24,500	$	44,997	$	69,497

(1)

On December 3, 2015, each non-employee director was granted 11,083 non-vested equity shares, or restricted stock, with an aggregate value of $44,997 as of the date of grant based on the NASDAQ Stock Market closing price of $4.06 per share. These non-vested equity shares vest one year from the date of grant if the director continues to serve on the Board.

(2)	Mr. Baribault was elected to the Board on December 3, 2015 and received a pro-rated portion of the annual retainer for fiscal year 2016.

Stock Ownership Guidelines

In December 2013 the Board adopted stock ownership guidelines under which it is recommended that within four years each non-employee director ~~will receive a stock option grant to~~ acquire ~~9,000 shares of~~Company common stock with an ~~exercise price determined based upon~~aggregate fair market value equal to or greater than four times the ~~closing price of the Company’s common stock on the date of grant, subject to a vesting schedule in which one-third of the options granted will vest on~~annual cash retainer, not including committee cash retainers, received by each ~~of the first three anniversaries of the grant date.~~

We have scheduled a board meeting in conjunction with our Annual Meeting and expect that our directors will attend, absent a valid business or personal reason not to attend.

(Item Number 2 on the Proxy Card)

Background

On November ~~8, 2011,~~6, 2014, the Audit Committee approved the engagement of Crowe Horwarth LLP, or Crowe, as our independent registered public accounting firm.

The Audit Committee has selected Crowe as our independent auditors for fiscal year ending June 30, ~~2014,~~2017, or fiscal year ~~2014.~~2017. We are asking the stockholders to ratify this selection. We expect a representative from Crowe to participate in the Annual Meeting and the representative will have the opportunity to make a statement if desired and to respond to appropriate questions by stockholders.

Aggregate fees billed to us by Crowe for professional services rendered with respect to our fiscal year ended June 30, ~~2012,~~2015, or fiscal year ~~2012,~~2015, and our fiscal year ~~2013~~ended June 30, 2016, or fiscal year 2016, were as follows:


	2015		2016
Audit Fees	$	860,393	$	926,266
Audit-Related Fees		150,977		118,966
Tax Fees		—		—
All Other Fees		—		—

In the above table, in accordance with the ~~SEC's~~SEC’s definitions and rules, “audit fees” are fees we paid for professional services for the audit of our consolidated financial statements, including those in our Annual Report on Form 10-K and local statutory audit requirements and reviews of our Quarterly Reports on Form 10-Q. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. “Tax fees” are fees for tax compliance, tax advice and tax planning.

The policy of the Audit Committee is that it must approve in advance all services (audit and non-audit) to be rendered by the Company’s independent auditors. The Audit Committee approved in advance the engagement of Crowe for services in fiscal year ~~2012~~2015 and fiscal year ~~2013.~~

2016.

Vote Required

The ratification of the selection of Crowe requires the affirmative vote of the holders of a majority of the number of shares ~~voting~~present or represented by proxy and entitled to vote on this ~~matter.~~proposal. Abstentions will be counted as if voted “against” this proposal. If the stockholders do not ratify the selection, the adverse vote will be deemed to be an indication to the Audit Committee that it should consider selecting other independent auditors for fiscal year ~~2014.~~2017. Because of the difficulty and expense of substituting accounting firms, it is the intention of the Audit Committee that the appointment of Crowe for fiscal year ~~2014~~2017 will stand unless, for a reason other than the adverse vote of the stockholders, the Audit Committee deems it necessary or appropriate to make a change. The Audit Committee also retains the power to appoint another independent auditor at any time or from time to time if it determines it is in our best interests.

The Audit Committee oversees the financial reporting process on behalf of the ~~Board.~~Board of Directors. In fulfilling its oversight responsibilities the Audit Committee reviewed and discussed the audited financial statements included in the Annual Report on Form 10-K filed with the SEC and the unaudited financial statements included with Quarterly Reports on Form 10-Q filed with the SEC.

The Audit Committee met and discussed with management and the independent auditors the matters required to be discussed ~~by Statements on~~under the rules and standards of the Public Company Accounting ~~Standards (SAS) No. 61.~~Oversight Board (“PCAOB”). These discussions included the clarity of the disclosures made therein, the underlying estimates and assumptions used in the financial reporting, ~~and~~ the reasonableness of the significant judgments and management decisions made in developing the financial ~~statements.~~statements and the testing and evaluation of the system of internal control over financial reporting. In addition, the Audit Committee has discussed with the independent auditors their independence from the Company and has received the written letter required by the PCAOB from the independent ~~auditors required by Independence Standards Board Standard No. 1.~~

auditors.

The Audit Committee also met and discussed with the independent auditors the overall scope and objectives of the audit, the Company’s ~~internal controls and~~ critical accounting policies and the specific results of the audit.

Management was present at all or some part of each of these meetings.

Pursuant to the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013.~~

2016.

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent auditors are responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes. It is neither the Committee’s duty nor responsibility to conduct auditing or accounting reviews or procedures. Members of the Audit Committee are not employees of the Company and may not be, and do not represent themselves to be or to serve as, accountants or auditors by profession or experts in the fields of accounting or auditing. Therefore, members have relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent auditors included in their report on the Company’s financial statements. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, consultations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent accountants are in fact “independent.”

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and 10% stockholders to file reports with the SEC on changes in their beneficial ownership of common stock and to provide us with copies of the reports. A Form 4 was filed late on May 22, 2013 for 500 shares of common stock acquired by Susan Harris on April 8, 2013 upon the exercise of warrants. Except for this late filing referenced in the preceding sentence, weWe believe that all of these persons filed all required reports on a timely basis in fiscal year ~~2013.~~

The Company’s compensation program aligns the interests of our executive officers with the interests of our stockholders. The ~~Company's~~Company’s compensation programs do so by establishing short-term and long-term and strategic goals to increase stockholder value and rewarding the achievement by executive officers of those goals. The Compensation Committee periodically reviews and makes recommendations with respect to the adoption and implementation of equity-based and non-equity based compensation plans for executive officers. We therefore structure the compensation of our executive officers to reward the achievement of the strategic goals that drive stockholder value.

~~As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, at~~

At our ~~2013~~2016 annual meeting of stockholders we will hold our ~~first~~second advisory vote on executive compensation and our second advisory vote on the frequency of future advisory votes on executive compensation. The Company held its initial advisory vote on executive compensation at its annual meeting of stockholders in December 2013 at which time a non-binding, advisory vote on executive compensation was approved. At our 2013 annual meeting of stockholders in December 2013, we held our first advisory vote on the frequency of future advisory votes on executive compensation and the Company’s stockholders voted to hold a triennial vote on executive compensation.

The Compensation Committee of the Board is responsible for the establishment and development of the Company’s compensation philosophy. The Compensation Committee establishes, implements and monitors the structure of the Company’s executive compensation program.

The Compensation Committee designs the executive compensation program to achieve the following key goals:

Reinforce the business strategy;

Balance rewards addressing both short-term and long-term strategic objectives;

25

·	~~Reinforce the business strategy;~~

Motivate executives to deliver a high degree of business performance without encouraging unnecessary risk taking;

Align executives’ interests with the stockholders’ interests; and

·	~~Balance rewards addressing both short-term and long-term strategic objectives;~~

Attract and retain talented executives whose skills and achievements will increase stockholder value.

·	~~Motivate executives to deliver a high degree of business performance without encouraging unnecessary risk taking;~~

·	~~Align executives’ interests with the stockholders’ interests; and~~

·	~~Attract and retain talented executives whose skills and achievements will increase stockholder value.~~

19

In May 2011, the Company completed an initial public offering in Australia of a non-controlling interest in Royal Wolf Holdings Limited (“Royal Wolf Holdings”). Following the initial public offering of Royal Wolf Holdings (“IPO”) General Finance Corporation owns a majority of the capital stock of Royal Wolf Holdings. In connection with the ~~initial public offering (“IPO”), a~~IPO, the Royal Wolf Holdings board of directors and a Nomination and Remuneration Committee composed of a majority of independent directors were elected. General Finance Corporation and Royal Wolf Holdings also entered into a Separation Agreement in connection with the initial public offering by Royal Wolf Holdings. ~~The~~Under the Separation Agreement, the Nomination and Remuneration Committee of Royal Wolf Holdings ~~recommends compensation arrangements for Mr. Allan to~~must take into account the ~~board~~views of ~~directors of Royal Wolf Holdings, which approves Mr. Allan's compensation arrangements, subject to~~ the ~~rights of~~ General Finance Corporation ~~under the Separation Agreement. The Separation Agreement provides that while General Finance Corporation owns a majority of Royal Wolf Holdings,~~Compensation Committee prior to proposing or entering into ~~or proposing~~ any ~~arrangement or~~ agreement relating to the employment or remuneration ~~with~~of any person deemed to be a “named executive officer” under U.S. securities laws, such as Mr. Allan, who served as the chief executive officer of ~~General Finance Corporation, take into account~~Royal Wolf Holdings until June 30, 2016, and Neil Littlewood who was appointed as the ~~views~~chief executive officer of ~~General Finance Corporation.~~Royal Wolf Holdings on July 1, 2016. The Separation Agreement also provides that Royal Wolf Holdings may not enter into an arrangement or agreement relating to employment or remuneration with any person deemed to be a named executive officer unless unanimously approved by the Royal Wolf Holdings board of directors, on which a director appointed by General Finance Corporation serves, or, all the shareholders of Royal Wolf Holdings.

The Royal Wolf Holdings Nomination and Remuneration Committee sets the compensation goals and metrics of the chief executive officer and senior management of Royal Wolf Holdings. The Nomination and Remuneration Committee of Royal Wolf Holdings established non-equity performance based compensation for fiscal year 2016 for Mr. Allan under which 40.7% of his potential bonus was based on Royal Wolf Holdings’ achievement of earnings before interest, income taxes, depreciation and amortization and after non-operating costs (“EBITDA”) goals, 18.6% on the deployment of man camp assets, 13.6% upon attaining certain safety criteria and 27.1% based upon the development and mentoring of his successor as chief executive officer.

The Compensation Committee determines the structure and amount of all executive officer compensation, including grants of equity and non-equity compensation, after receiving recommendations from management and input from its independent compensation consultant, Semler Brossy.

The Compensation Committee believes the structure and implementation of the executive compensation program in fiscal year ~~2013~~2016 implemented its compensation philosophies. ~~The structure of the non-equity,~~Non-equity, performance-based incentive compensation for fiscal year ~~2013,~~2016, which set ~~40% to 50%~~53.3% of the potential annual ~~bonuses~~bonus for our chief executive officer, 40% of the potential bonus for our chief financial officer, ~~general counsel~~23.4% of the chief executive officer of GFN North America Leasing Corporation (“GFN Leasing”) and 40% for our vice president of business development was based upon achieving ~~earnings before interest, income taxes, depreciation and amortization and after non-operating costs, or~~ EBITDA. The remaining non-equity, performance-based incentive compensation for these executives was based on the attainment of key performance indicators created for each executive. The compensation program established goals for Mr. Mourouzis as the president of finance of Pac-Van equal to 45% of the annual bonus upon the attainment of budget and product class rental revenue targets and 55% of the annual bonuses based on achieving EBITDA budget. The Nomination and Remuneration of Royal Wolf Holdings established non-equity performance based compensation for fiscal year 2013 for Mr. Allan under which 37.5% of his potential bonus based on Royal Wolf Holdings' achievement of EBITDA goals and 62.5% of his potential bonus based on the achievement of key objectives and performance indicators. The Compensation Committee believes this compensation program structure focuses the executive team on increasing revenues and profitability, a key element of the Company’s business strategy. Other ~~metrics~~non-financial objectives of performance-based incentive compensation included ~~keeping~~monitoring the back office’s compliance with Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes Oxley Act”), assisting with the closing of capital ~~expenditures below budget, improving back office efficiency, debt covenant compliance,~~markets events, visiting field operations, the completion of investor conferences, completing acquisitions, attending industry-related conferences, training managers, completing sales and marketing initiatives, implementing and maintaining best practices and the improvement of ~~sales techniques~~reporting and ~~individual goals.~~analytics from the business units. The Compensation Committee believes that the compensation plans of Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van, ~~and~~Inc. (“Pac-Van”), Royal Wolf Holdings and Southern Frac, LLC (“Southern Frac”), and the risks taken by their respective management teams to meet compensation plan goals, do not vary significantly between the ~~two~~four businesses.

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The Compensation Committee also believes that compensation plans and practices of the Company, Lone Star, Pac-Van, ~~and~~ Royal Wolf Holdings and Southern Frac do not create risks that are reasonably likely to have a material adverse effect on the Company. For fiscal year 2014, the Compensation Committee granted the Named Executive Officers stock options which vest ratably over three years based on continued employment and restricted stock awards which vest over 39 months subject to achieving adjusted EBITDA and return of capital targets for the fiscal years ending June 30, 2014 and 2015. In addition, the fiscal year 20142017, non-equity, performance-based compensation goals established by the Compensation Committee are based upon a variety of metrics, which include EBITDA, the completion of acquisitions, control of acquisition-related expenses, attending industry-related conferences, risk management, the implementation of best practices, the ~~increase~~refinancing of ~~revenues from certain product lines, safety~~the senior credit facility of Lone Star, Pac-Van and ~~accounts receivable. This variety of~~Southern Frac and delivering presentations at investor conferences. These objectives and metrics ~~requires~~require executives to consider a variety of operating results in pursuing their compensation goals. The grant of stock options and restricted stock to the Named Executive Officers which are based upon multi-year cumulative EBITDA goals that are subject to adjustment for U.S. Dollar to Australian currency exchange rates and debt levels over established thresholds. The Compensation Committee believes that the structure of the ~~grants of stock options and restricted stock~~non-equity, performance-based compensation emphasize long-term results, thereby reducing the risk that executives would take undue risk to achieve short-term goals. The Compensation Committee therefore believes the structure of the compensation plans for annual bonuses and the ~~multi-year~~ vesting of equity awards stock ~~options~~ do not create risks that are reasonably likely to have a material adverse effect on the Company.

For the fiscal year ~~2013,~~2016, the principal components of compensation for the principal executive officer, the principal financial officer and the other three most highly compensated executive officers, or collectively the Named Executive Officers, were:


	1.	Annual base salary;

	2.	Non-equity performance-based annual incentive compensation; and

3.

Long-term equity incentive compensation.

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In fiscal year ~~2013, the Compensation Committee retained~~2016, Semler Brossy continued to advise ~~it with respect to setting compensation levels and awards for our Named Executive Officers. Semler Brossy provided~~ the Compensation Committee with ~~an analysis~~respect to the amendment and restatement of the ~~compensation program~~2014 Stock Incentive Plan and the structure of equity awards under the ~~Company~~Amended and ~~a benchmarking analysis which compared each element of the Company's compensation program with the compensation program of industry competitors and other comparable companies.~~Restated 2014 Stock Incentive Plan. Our Compensation Committee made all final compensation decisions for our Named Executive Officers for fiscal year ~~2013,~~2015, except for Mr. Allan for whom all final compensation decisions are made by the Nomination and Remuneration Committee of Royal Wolf ~~Holdings Limited.~~

Holdings.

Elements of Compensation.

Base Salaries. Annual base salaries provide executive officers with a minimum level of cash compensation. We establish base salaries at levels so that a significant portion of the total cash compensation such executives can earn is performance-based (through annual incentive compensation). Base salaries are set based on factors, as applicable, that include whether a salary level is competitive with comparable companies, the recommendations of Mr. Valenta for the other Named Executive Officers and the business judgment of the members of the Compensation Committee, as discussed further below. The Compensation Committee reviews base salaries annually for the Named Executive Officers. Messrs. Barrantes, Mourouzis and Valenta received 11.1%, 9.5% and 18.1% increases, respectively, in base salary in fiscal year 2013.

Bonuses. Annual cash bonuses are designed to reward our executive officers, including each of the Named Executive Officers and certain employees, for achievement of financial and operational goals and individual performance objectives to enable us to meet long and short-term goals. In fiscal year ~~2013~~2016 the objectives related to financial ~~factors,~~metrics, such as ~~goals for~~ EBITDA ~~accounts receivable, revenues from certain product lines~~goals, and the achievement of other corporate, operational and financial goals. These goals and bonuses are determined annually at the discretion of the Compensation Committee in consultation with Mr. Valenta as the Chief Executive Officer.

The ~~Committee’s decision~~Compensation Committee elected to pay no bonuses based on EBITDA because the Company failed to achieve its fiscal year 2016 EBITDA goal. The Compensation decided to pay a portion of the annual cash bonuses for fiscal year ~~2013~~2016 performance was based upon the achievement of some of the Company’s strategic goals by the Named Executive Officers and other officers. The Compensation Committee predetermined strategic goals for each Named Executive Officer, assessed the achievement of those goals and determined actual bonus amounts based upon the recommendations of Mr. Valenta and their collective business judgment. The Compensation Committee sets these goals after considering a variety of factors. The Compensation Committee does not believe that the structure of the bonuses or equity based compensation will require the executive officers to operate the Company’s businesses in ways or using methods that will expose the Company to risks that are reasonably likely to have a material adverse effect on the Company.

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Equity-Based Compensation.Equity awards of stock options and restricted stock are long-term incentives designed to reward long-term growth in the stockholder value. Stock ~~options~~option and restricted stock awards assist in the retention of executives because they are not exercisable at the time of grant and achieve their maximum value only if vesting conditions, which include performance goals and continued employment are met. Stock options ~~and restricted stock~~ have value solely to the extent that the price of our common stock increases over the exercise price set as of the date of grant. The Compensation Committee believes that our executive officers should have an incentive to improve the Company’s performance by having an ongoing stake in the success of our business. The Compensation Committee seeks to create this incentive by granting executive officers stock options and restricted stock.

Stock Option and Restricted Stock Grant Practices

Grants of stock options and restricted stock to all of our executive officers and other employees, including the Named Executive Officers, must be approved by the Compensation Committee, ~~of the Board,~~ which consists entirely of independent directors. Grants occur only at meetings of the Compensation Committee and such grants are made effective as of the date of the meeting or a future date, as in the case of the hiring of a new employee. Awards of stock options and restricted stock are not timed in coordination with the release of material non-public information. The exercise price of all stock options and restricted stock granted is equal to the closing market price of our common shares on the date of ~~grant.~~

~~Stock options and restricted stock are granted with an exercise price of not less than 100% of the fair market value of our common shares on the date of~~ grant so that the executive officer may not profit from the option unless the price of our common shares increases.

The Compensation Committee determines stock option and restricted stock award levels in their discretion, primarily based on the recommendations of Mr. Valenta, consideration of the importance of an individual’s responsibilities and performance within the Company and equity awards at comparable companies.

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Options and restricted stock granted by the Compensation Committee also are designed to help us retain executive officers in that options and restricted stock are not exercisable at the time of grant, and achieve their maximum value only if performance criteria are met or if the executive remains in the Company’s employ for a period of years. All options and restricted stock granted to executive officers and employees in fiscal year ~~2013~~2016 vest ratably over three years based on continued employment. The Compensation Committee believes that these vesting arrangements align the interests of option holders with stockholders by emphasizing a long-term view of building ~~shareholder~~stockholder value. The Compensation Committee also believes that multi-year vesting reduces the risks that could arise from undertaking initiatives to realize annual EBITDA goals, such as through acquisitions or capital expenditures, that could attain short-term goals while adversely effecting long-term ~~shareholder~~stockholder value.

Named Executive Officers were ~~also~~ granted restricted stock in fiscal year ~~2013~~2015 that vest based on continued employment on the ~~attainment~~first anniversary of ~~EBITDA and return on capital targets in fiscal years 2014 and 2015 and continued employment.~~

the date of grant.

Grants of stock options and restricted stock under the Company’s 2009 Stock Incentive Plan, the 2014 Stock Incentive Plan and the proposed 2014 Restated Plan are subject to the ~~Plan’s~~ recoupment provisions include in each plan which require each ~~optionholder~~option holder to forfeit all or any portion of an option grant and to reimburse the Company for all proceeds received from exercising stock options and restricted stock if (i) payment, grant or vesting was predicated on the achievement of financial results that were subsequently the subject of a material financial misstatement, (ii) the Board determines the ~~optionholder~~option holder or holder of restricted stock engaged in fraud or misconduct that caused or partially caused the material financial restatement of the Company or any affiliate and (iii) a lower payment, award or ~~besting~~vesting would have occurred based on the financial results.

Role of Executive Officers.

In general, Mr. Valenta attends all meetings of the Compensation Committee at which compensation of the other Named Executive Officers or compensation policy is reviewed other than when his compensation is being discussed. Mr. Valenta does not vote on items before the Compensation Committee. The Compensation Committee and the Board solicit Mr. Valenta’s views on the performance of the executive officers who report to him.

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Compensation Surveys.

Each component of compensation we pay to our Named Executive Officers—salary, cash bonuses, stock options and restricted stock—is based generally on the Committee’s assessment of each individual’s role and responsibilities. Consideration of market rates is an additional factor reviewed by the Committee in determining compensation levels. The Compensation Committee engaged Semler Brossy in fiscal year 2015 as its compensation consultants to analyze the ~~Company's~~Company’s compensation program, to provide a benchmarking analysis which compared the ~~Company's~~Company’s compensation program to industry peers and comparable companies and to assist with the design and implementation of the ~~Company's~~Company’s compensation program.

The Compensation Committee also bases its payment of base salary and annual bonuses for Named Executive Officers, other than the chief executive officer, on the attainment of objectives established by the Compensation Committee and based upon recommendations from Mr. Valenta. In establishing individual bonuses for senior executives, the Compensation Committee considers growth in the enterprise value, common stock price, EBITDA and other financial and corporate objectives, together with the executive officer’s contribution to the Company’s growth and profitability.

Compensation of Executives

The Compensation Committee sets the base salaries, bonus and equity compensation for the Named Executive Officers after consideration of ~~the~~benchmarking and other analyses from Semler Brossy, its independent compensation consultant, and recommendations prepared by Mr. ~~Valenta with respect to the appropriate amounts to reward and incentivize each Named Executive Officer.~~Valenta. Mr. Valenta used information relating to each executive officer’s responsibilities and achievements in accomplishing the corporate objectives set by the Compensation Committee for the previous year, his assessment of the individual performance of each Named Executive Officer and to recommend to the Compensation Committee the annual incentive bonuses for each of the other Named Executive Officers.

In June 2013, the Compensation Committee considered the achievement of the Company’s fiscal year 2013 revenues and EBITDA and the recommendations of Mr. Valenta with respect to the individual performance of the other Named Executive Officers and the payment of bonuses for fiscal year 2013. The Compensation Committee considered the completion by the Named Executive Officers of certain strategic and operational initiatives during fiscal year 2013, such as General Finance Corporation exceeding its EBITDA targets and Pac-Van operating results exceeding its EBITDA targets for fiscal year 2013.

Based on the review of the Compensation Committee and the consideration of Mr. Valenta’s recommendations, Mr. Valenta’s received a bonus of $225,000 for fiscal year 2013, and Mr. Valenta’s annual base salary and target bonus amount for fiscal year 2014 will be $400,000 and $225,000, respectively. Mr. Barrantes, Mr. Wilson, Mr. Mourouzis and Mr. Allan received bonuses for the achievement of specific individual objectives, and bonuses based on EBITDA targets were awarded to Messrs. Barrantes, Wilson and Allan. Mr. Barrantes received his bonus based on his management of taxes, investing of cash, improving back-office productivity and capital markets initiatives. The specific objectives for the payment of a portion of Mr. Wilson's bonus included the management of legal counsel, timely and accurate legal filings and development of his staff. The specific objectives of Mr. Allan's bonus included an EBITDA target, EBITDA margin goals, capital expenditures goals and sales program improvements, while Mr. Mourouzis’ specific objectives included an EBITDA target, the introduction of best practices, debt covenant compliance and storage customer goals. Following its assessment of their completion of strategic and operational initiatives, the Compensation Committee awarded cash bonuses for fiscal year 2013 to Mr. Barrantes of $125,000, to Mr. Wilson of $121,250, to Mr. Allan of $129,873 and to Mr. Mourouzis of $77,600.

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The implementation of the executive compensation program ~~also~~ underlined our commitment to pay for performance. Executives who achieved annual, long-term and strategic goals received compensation in accordance with their compensation plans, while executives who failed to achieve their goals received compensation corresponding to their performance.

In June 2016, the Compensation Committee considered the Company’s fiscal year 2016 revenues and EBITDA and the recommendations of Mr. Valenta with respect to the individual performance of the other Named Executive Officers and the payment of bonuses for fiscal year 2016. The ~~Company's chief executive officer~~Company did not meet its EBITDA goal for fiscal year 2016, so the portion of the fiscal year 2016 bonus based upon EBITDA were not paid. The Compensation Committee considered the completion by the Named Executive Officers of certain strategic and operational initiatives during fiscal year 2016 in awarding bonuses for fiscal year 2016.

Based on the review of the Compensation Committee and the consideration of Mr. Valenta’s recommendations, Mr. Valenta’s received ~~129%~~a bonus of $112,500 for fiscal year 2016, and Mr. Valenta’s annual base salary will remain unchanged at $425,000 per year and the target bonus amount for fiscal year 2017 will be $375,000.

Following its assessment of their completion of strategic and operational initiatives, the Compensation Committee awarded cash bonuses for fiscal year 2016 to Mr. Barrantes of $80,000, to Mr. Miller of 115,000, to Mr. Kluckman of $75,000 and to Mr. Allan of A$40,000. Mr. Barrantes, Mr. Miller, Mr. Kluckman and Mr. Allan received bonuses for the achievement of specific individual objectives, but no bonuses based on EBITDA targets were awarded to Messrs. Barrantes, Miller, Kluckman or Allan.

Following its assessment of the completion of strategic and operational initiatives, the Compensation Committee awarded a cash bonus to Mr. Barrantes equal to 64% of his target bonus based ~~on the~~upon his completion of his non-financial objectives: oversight of back office management complied with the Sarbanes-Oxley Act,

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assisting with the closing of capital events, visiting field operations, designing and implementing an enterprise financial management system, delivering presentations at investor ~~relations objectives, the introduction of new product lines, growth in specific markets, the completion of acquisitions~~conferences and ~~continued development~~maintaining shareholder analysts who provided coverage of the ~~Company's strategic plan. The president~~Company.

Mr. Miller, the chief executive officer of ~~Royal Wolf Holdings received 92.6% of this target bonus based on Royal Wolf Holdings EBITDA and the attainment of individual goals. The president of Pac-Van~~GFN Leasing, received a bonus equal to approximately ~~97%~~49% of his target bonus based onachieving non-financial objectives: developing and mentoring the vice presidents of Lone Star and Southern Frac, sales and marketing objectives, mentoring the senior management team of Pac-Van ~~EBITDA~~to achieve the Company’s strategic objectives and ~~achieving other goals. The chief~~full operational effectiveness, continuing to enhance Company strategy of pursuing best practices in the business units, developing synergies among the business units, training back office and accounting personnel, developing better reporting and analytics from the business units and designing and implementing an enterprise financial ~~officer and general counsel~~management system.

Mr. Kluckman received a bonus equal to 60% of ~~General Finance Corporation received 125% and 121%, respectively, of their~~his target bonus ~~amounts~~based upon his review and completion of recommendations concerning acquisition targets, the completion of due diligence investigations related to ~~achievement~~acquisition and the control of ~~General Finance Corporation EBITDA~~related costs, the completion of acquisitions in fiscal year 2016 and ~~other~~attending industry-related conferences.

Mr. Allan’s bonus, the chief executive officer of Royal Wolf Holdings, received 27% of this target bonus based upon the attainment of individual ~~goals.~~

goals: the deployment of man camp assets, attaining certain safety criteria and the development and mentoring of his successor as chief executive officer.

The executive compensation program therefore reflected the Company’s compensation philosophies by reducing executive compensation when the Company’s business goals were not met.

In June ~~2013,~~2016, after consultation with Mr. Valenta, the Compensation Committee ~~set~~left unchanged fiscal year ~~2014~~2017 annual base salaries and corporate performance targets for fiscal year 2014 annual cash bonuses for the Named Executive Officers other than Mr. Valenta. The fiscal year 2014 annual base salaries of Mr. Barrantes, Mr. Wilson, Mr. Allan and Mr. Mourouzis were increased by $10,000, $20,000, AUD$76,365 and $22,961, respectively.salaries. The Compensation Committee determined that the corporate performance targets for annual cash bonuses for fiscal year ~~2014~~2017 performance for each of the Named Executive Officers would be if the Company achieves specific EBITDA goals and non-financial goals. The Committee believes that the goals, while challenging, particularly in the current economic environment, are achievable. Neither the Committee nor Mr. Valenta believe that the fiscal year ~~2014~~2017 goals will require the Named Executive Officers to take risks to achieve their EBITDA goals that are reasonably likely to have a material adverse effect on the Company.

Severance

Pursuant to separate employment agreements with Mr. Valenta, Mr. Barrantes, Mr. Miller, Mr. Kluckman and Mr. ~~Wilson,~~Allan, we will make a severance payment equal to one year’s salary if such ~~person's~~person’s employment is terminated by General Finance without cause or by the employee for good cause, each as defined in their respective employment agreements.

Each of these ~~three~~five employment agreements provide that each executive may be terminated for cause, and General Finance would therefore not be required to pay severance equal to one ~~year's~~year’s salary, if such executive breaches his employment agreement, commits any act of personal dishonesty, fraud or breach of fiduciary duty or trust, is convicted of or pleads guilty or no contest to any theft, fraud, breach of fiduciary duty or crime involving moral turpitude or felony, committed acts which give rise to liability for discrimination or harassment, violates directions from the Board or chief executive officer, acts in a manner that harms the reputation of ~~General Finance,~~the Company, is found liable of violating securities or other laws, fails to advance or cooperate with any investigation by ~~General Finance~~the Company or misrepresents his experience or employment history.

Each of Mr. Valenta, Mr. Barrantes, Miller and ~~Mr. Wilson~~Kluckman may terminate their employment for good reason and receive severance equal to one ~~year's~~year’s salary if ~~General Finance~~The Company reduces their base salary, permanently relocates their place of employment more than 40 miles from their current residence, hires a person to perform the job functions currently performed by such executive or assigns such executive duties beneath the duties they ordinarily perform.

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We may also elect to pay six months’ compensation to Mr. ~~Allan~~Littlewood in lieu of providing six months prior notice of termination of his employment. ~~The employment agreement of Mr. Mourouzis does not provide for~~

Clawback Policy

In accordance with the ~~payment of severance if his employment is terminated without cause, as defined~~Dodd-Frank, the Compensation Committee has adopted recoupment provisions in ~~his employment agreement.~~

~~Clawback Policy~~

the Company’s 2009 Plan, 2014 Stock Incentive Plan, the 2014 Restated Plan and in equity award agreements. The Compensation Committee will adopt aan amended clawback policy once the SEC has adopted final rules to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act of ~~2010 and all fiscal 2013 bonus and equity compensation awards are subject to the clawback policy to be adopted.~~

2010.

Perquisites and Other Personal Benefits

We

Except for the car allowance of $650 per month for Mr. Miller, we do not have programs in place to provide personal perquisites for our executive officers. ~~The Company reimburses~~ Mr. Valenta, ~~for up to $2,500 per month for a car allowance, health, dental, vision and/or supplement disability premiums.~~ Mr. Barrantes, Miller and ~~Mr. Wilson~~Kluckman participate in the medical and dental insurance of Lone Star or Pac-Van at the expense of the Company. Messrs. Valenta, Mr. Barrantes, Miller and ~~Wilson~~Kluckman are also eligible to participate in the 401(k) retirement plan of Pac-Van, Inc. Mr. ~~Mourouzis is eligible to participate~~Allan participated and Mr. Littlewood participates in the ~~medical and dental insurance of Pac-Van. Mr. Allan participates in~~ medical and dental insurance of Royal Wolf, and Royal Wolf contributed to Mr. Allan’s retirement plan and contributes to Mr. ~~Allan’s~~Littlewood’s retirement plan as required by Australian law. We do not have any other retirement plans under which our executive officers may participate.

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Tax & Accounting Considerations

Deductibility of Executive Compensation—Code Section162(m). Section 162(m) of the Internal Revenue Code imposes a $1,000,000 limit on the annual deduction that may be claimed for compensation paid to each of the chief executive officer and the three other highest paid employees of a publicly held corporation (other than the chief financial officer). Certain performance-based compensation awarded under a plan approved by stockholders is excluded from that limitation. Awards of stock options and our annual cash incentive awards are designed in general to qualify for deduction as performance-based compensation. However, while the Compensation Committee considers the tax deductibility of compensation, the Committee has and may approve compensation that does not qualify for deductibility in circumstances it deems appropriate to promote varying corporate goals.

Accounting for Stock-Based Compensation. For the issuances of stock options, the Company follows the fair value provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,Stock Compensation. FASB ASC Topic 718 requires recognition of employee share-based compensation expense in the statements of income over the vesting period based on the fair value of the stock option at the grant date. For a discussion of valuation assumptions used in the calculation of these amounts for fiscal year ~~2013,~~2016, see Note 2, “Summary of Significant Accounting Policies,” and Note 9, ~~“Stock Option~~“Equity Plans,” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended June 30, ~~2013~~2016 filed with the SEC on September ~~17, 2013.~~

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~~Report of the Compensation Committee~~

9, 2016.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.


		~~Respectfully Submitted,~~

		~~David M. Connell, Chairman~~
		~~Susan L. Harris~~
		~~James B. Roszak~~

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Respectfully Submitted,

Compensation Committee

Susan L. Harris (Chair)

David M. Connell

James B. Roszak

Larry D. Tashjian

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Summary Compensation Table

The following table contains summary compensation information of the following executive officers, or our “Named Executive Officers,” for fiscal years ~~2013, 2012~~2016, 2015 and ~~2011.~~

2014.

Summary Compensation Table

Name and Principal Position Year Salary Bonus Stock Awards Option Awards (4) All Other Compensation Total
Ronald F. Valenta 2013 $ 325,000 $ 225,000 $ 201,565 $ 129,000 $ ─ $ 880,565
  Chief Executive Officer (5)(8) 2012 275,000 146,250 ─ 67,200 ─ 488,450
2011 200,000 97,000 ─ 12,800 ─ 309,800

Charles E. Barrantes 2013 $ 250,000 $ 125,000 $ 64,235 $ 49,900 $ ─ $ 489,135
  Chief Financial Officer and 2012 225,000 100,000 ─ 60,800 ─ 385,800
  Executive Vice President (1)(8) 2011 200,000 100,000 ─ 154,900 ─ 454,900

Christopher A. Wilson 2013 $ 200,000 $ 121,250 $ 64,235 $ 126,600 $ ─ $ 512,085
  General Counsel, Vice 2012 200,000 98,500 ─ 202,200 ─ 500,700
  President and Secretary (2)(8) 2011 200,000 92,500 ─ 185,900 ─ 478,400

Robert Allan 2013 $ 458,635 $ 129,873 $ 184,016 $ 28,400 $ ─ $ 800,924
  Chief Executive Officer, 2012 441,925 253,009 70,609 43,500 ─ 809,043
  Royal Wolf (3)(7) 2011 410,527 530,842 158,955 41,800 ─ 1,142,124

Theodore Mourouzis 2013 $ 199,039 $ 77,600 $ 64,235 $ 95,200 $ 1,195 $ 437,269
  President and Chief Operating 2012 181,731 51,730 ─ 77,600 922 311,983
  Officer, Pac-Van, Inc. (6)(8) 2011 175,000 5,000 ─ 55,000 1,147 236,147


Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards(2)		All Other Compensation		Total
Ronald F. Valenta		2016	$	425,000	$	112,500	$	308,250	$	83,500	$	—	$	929,250
Chief Executive Officer(4)		2015		425,000		125,000		354,250		149,000		—		1,053,250
		2014		400,000		300,000		231,250		189,700		—		1,120,950

Charles E. Barrantes		2016	$	280,000	$	80,000	$	61,650	$	27,900	$	—	$	449,550
Chief Financial Officer and		2015		280,000		60,000		81,750		41,500		—		463,250
Executive Vice President(4)		2014		260,000		145,000		92,500		68,800		—		566,300

Jody E. Miller		2016	$	335,000	$	115,000	$	335,002	$	—	$	—	$	785,002
Executive Vice President and		2015		—		70,000		160,001		—		—		330,001
CEO of GFN North America		2014		—		—		—		—		—		—
Leasing Corporation(4)(5)

Jeffrey A. Kluckman		2016	$	235,000	$	75,000	$	61,650	$	185,700	$	—	$	557,350
Executive Vice President,		2015		235,000		90,000		—		46,900		—		371,900
Business Development(4)		2014		230,000		250,000		138,750		40,300		—		659,050

Robert Allan		2016	$	439,108	$	29,770	$	502,898	$	—	$	—	$	971,776
Chief Executive Officer,		2015		433,345		42,119		427,614		1,600		—		904,678
Royal Wolf(1)(3)		2014		504,987		169,902		378,595		7,700		—		1,061,184


(1)		~~The employment of Mr. Barrantes commenced in September 2006.~~

~~(2)~~		~~The employment of Mr. Wilson commenced in December 2007.~~

~~(3)~~		~~Mr. Allan became a Named Executive Officer in conjunction with our acquisition of Royal Wolf effective September 13, 2007.~~ Australian dollar to U.S. dollar exchange rates used were ~~0.9146~~0.74425 for fiscal year ~~2013, 1.0161~~2016, 0.7658 for fiscal year ~~2012~~2015 and ~~1.0597~~0.9439 for fiscal year ~~2011.~~2014.


~~(4)~~	(2)	The amounts shown are derived from the amounts of compensation expense recognized by us relating to the grants of stock options, as described in FASB ASC Topic 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Note 2, ~~“ Summary~~“Summary of Significant Accounting Policies,” and Note 9, “Equity Plans,” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended June 30, ~~2013~~2016 filed with the SEC on September ~~17, 2013 ("~~9, 2016 (“Annual Report on Form ~~10-K"~~10-K”).


~~(5)~~		~~The employment of Mr. Valenta commenced in February 2009.~~

~~(6)~~		~~Mr. Mourouzis became a Named Executive Officer in conjunction with our acquisition of Pac-Van, Inc. effective October 1, 2008. Other compensation represents 401(k) plan contributions by Pac-Van, Inc.~~

~~(7)~~	(3)	Stock awards represent ~~81,968 shares of Royal Wolf Holdings ("RWH") capital stock issued in connection with its Australian IPO in fiscal year 2011 and~~ compensation expense recognized for ~~170,000~~ performance rights for ~~RWH~~Royal Wolf Holdings (“RWH”) capital stock earned under the Royal Wolf Long Term Incentive Plan ("(“RWH LTI ~~Plan"~~Plan”) ~~in fiscal year 2012~~. At June 30, 2016, there remains outstanding 226,000, 291,112 and ~~an additional 204,000~~362,000 performance rights earned in fiscal year ~~2013.~~2014, fiscal year 2015 and fiscal year 2016, respectively. For a discussion of the RWH LTI Plan, see Note 9 ~~"Equity Plans"~~“Equity Plans” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K. ~~The fiscal year 2012 bonus includes $67,602 under a deferred cash compensation plan at Royal Wolf.~~


~~(8)~~	(4)	Stock awards in fiscal year ~~2013~~2016, 2015 and 2014 represent non-vested equity shares, or restricted stock, which value is computed by the number of shares granted times the closing market price of our common stock on the date of grant, or ~~$4.43~~$4.11, $5.45 and $9.25 per ~~share.~~share, respectively. The number of non-vested equity shares granted in fiscal year 2014 was calculated based upon the probable outcome of the performance conditions being achieved at the 100% target level. However, the ~~ultimate value received by an executive, if any, of~~performance conditions were not achieved and the non-vested equity ~~share award will depend upon not only the actual number of~~ shares ~~earned based on the level of attainment of these performance conditions, but also the share price of our common stock on the date an executive sells those shares once the restrictions are removed.~~granted in fiscal year 2014 were cancelled. For a discussion of these non-vested equity shares, or restricted stock, see Note 9 “Equity Plans” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K.

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(5)	Jody Miller received a grant of 29,358 equity shares on June 15, 2015 at a value equal to the closing market price of $5.45 per share at that date. He commenced receiving his base salary on July 1, 2015. See Note (4) above for his fiscal year 2016 stock award.

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Plan-Based Awards

We have two equity compensation plans, our 2006 Stock Option Plan and our 2009 Stock Incentive Plan. Subsequent to December 2009, grants of stock options will be made only from the 2009 Stock Incentive Plan.

The following table provides information concerning each grant of an award made to the Named Executive Officers in fiscal year ~~2013~~2016 under the ~~2009 Stock Incentive Plan.~~

Option Awards Stock Awards
Name Grant Date
All Other Option Awards:
Number of Securities Underlying Options (#)(1)
Exercise or Base Price of Option Awards ($/Shares) Grant Date Fair Value of Option Awards ($)
All Other Option Awards:
Number of Shares of Stock or Units (#)

All Other Option Awards:
Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards
($ Sh)
Grant Date Fair Value of Stock and Option Awards ($)(2)
Ronald F. Valenta 6/7/2013 62,500 $ 4.43 $ 194,480 ─ ─ $ ─ $ 201,565

Charles E. Barrantes 6/7/2013 20,000 4.43 62,234 ─ ─ ─ 64,235

Christopher A. Wilson 6/7/2013 20,000 4.43 62,234 ─ ─ ─ 64,235

Theodore Mourouzis 6/7/2013 20,000 4.43 62,234 ─ ─ ─ 64,235

equity compensation plans.


			Option Awards						Stock Awards
Name	Grant Date		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Shares)		Grant Date Fair Value of Option Awards ($)		All Other Option Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($ Sh)		Grant Date Fair Value of Stock and Option Awards ($)(1)
Ronald F. Valenta		6/8/2016		—	$	—	$	—		—		—	$	—	$	308,250
Charles E. Barrantes		6/8/2016		—		—		—		—		—		—		61,650
Jody E. Miller		6/8/2016		—		—		—		—		—		—		335,002
Jeffrey A. Kluckman		6/8/2016		—		—		—		—		—		—		61,650


(1)		~~These options vest over 36 months.~~
~~(2)~~		Amounts reflect the full grant date fair value of each non-vested equity, or restricted stock, award. The number is calculated by multiplying the fair market value of our common ~~share~~stock on the date of the grant by the number of shares ~~awarded, which was calculated~~awarded. One-third of the restricted stock vests on each of the first three anniversaries of the grant date based upon the ~~probable outcome~~Named Executive being employed by us on such dates. The shares of ~~the performance conditions being achieved at the 100% of target level. Stock~~restricted stock subject to these awards are entitled to receive dividends if and when and at the same rate that would be paid to all of our common stockholders.

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The following table provides information concerning outstanding equity awards as of June 30, ~~2013.~~

Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($/Sh) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested (10) Market Value of Shares or Units of Stock That Have Not Vested ($)(11)
Ronald F. Valenta ─ 76,000 (6) ─ $ 1.06 9/15/2020 ─ $ ─ ─
─ 80,000 (8) 80,000 3.11 8/15/2021 ─ ─
─ 80,000 (7) 80,000 3.15 6/7/2022 ─ ─
─ 62,500 (9) ─ 4.43 6/7/2023 45,500 211,575

Charles E. Barrantes 225,000 ─ (1) ─ 7.30 9/11/2016 ─ ─
20,000 ─ (5) ─ 1.28 1/26/2020 ─ ─
─ 28,500 (6) ─ 1.06 9/15/2020 ─ ─
─ 30,000 (7) 30,000 3.00 6/23/2021 ─ ─
─ 30,000 (7) 30,000 3.15 6/7/2022 ─ ─
─ 20,000 (9) ─ 4.43 6/7/2023 14,500 67,425

Christopher A. Wilson 225,000 ─ (2) ─ 9.05 12/14/2017 ─ ─
20,000 ─ (5) ─ 1.28 1/26/2020 ─ ─
─ 28,500 (6) 30,000 1.06 9/15/2020 ─ ─
─ 30,000 (7) 30,000 3.00 6/23/2021 ─ ─
─ 30,000 (7) 30,000 3.15 6/7/2022 ─ ─
─ 20,000 (9) ─ 4.43 6/7/2023 14,500 67,425

Robert Allan 85,000 ─ (3) ─ 8.80 1/22/2018 ─ ─
─ 38,000 (6) ─ 1.06 9/15/2020 ─ ─

Theodore Mourouzis 40,000 40,000 (4) 30,000 6.40 10/1/2018 ─ ─
─ 25,650 (6) ─ 1.06 9/15/2020 ─ ─
─ 27,000 (7) 27,000 3.00 6/23/2021 ─ ─
─ 27,000 (7) 27,000 3.15 6/7/2022 ─ ─
─ 20,000 (9) ─ 4.43 6/7/2023 14,500 67,425

2016.


	Option Awards												Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of Shares or Units of Stock that Have Vested		Market Value of Shares or Units of Stock that Have Vested ($)(2)		Number of Shares or Units of Stock that Have Not Vested(11)		Market Value of Shares or Units of Stock that Have Not Vested ($)(2)
Ronald F. Valenta		76,000	(6)		—			—	$	1.06		9/15/2020		—		—		—	$	—
		80,000	(8)		—			—		3.11		8/15/2021		—		—		—		—
		80,000	(7)		—			—		3.15		6/7/2022		65,000		276,250		120,500		512,125

Charles E. Barrantes		225,000	(1)		—			—		7.30		9/11/2016		—		—		—		—
		20,000	(5)		—			—		1.28		1/26/2020		—		—		—		—
		28,500	(6)		—			—		1.06		9/15/2020		—		—		—		—
		30,000	(7)		—			—		3.00		6/23/2021		—		—		—		—
		30,000	(7)		—			—		3.15		6/7/2022		—		—		—		—
		20,000	(9)		—			—		4.43		6/7/2023		15,000		63,750		29,500		125,375

Jody E. Miller		—			—			—		—		—		29,358		124,772		81,509		346,413

Jeffrey A. Kluckman		20,000	(4)		—			—		1.28		1/26/2020		—		—		—		—
		30,000	(7)		—			—		3.15		6/7/2022		—		—		—		—
		20,000	(9)		—			—		4.43		6/7/2023		—		—		—		—
		41,667	(10)		83,333	(10)		—		5.45		6/15/2025		—		—		29,500		125,375

Robert Allan		85,000	(3)		—			—		8.80		1/22/2018		—		—		—		—


(1)		These options vested in five equal annual installments on September 11 of each of 2007, 2008, 2009, 2010 and 2011 and have a ten-year term.

(2)		~~These options vested in five equal annual installments~~Market price assumes a price of $4.25 per share, the closing price for our common shares on ~~December 14 of each of 2008, 2009, 2010, 2011 and 2012 and have a ten-year term.~~June 30, 2016.

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(3)		These options vested in five equal annual installments on January 22 of each of 2009, 2010, 2011, 2012 and 2013 and have a ten-year term.

(4)		~~10,000 of these~~These options ~~vest~~vested in ~~five~~three equal installments ~~beginning October 1, 2009~~on January 10 of each of 2011, 2012 and 30,000 of these options vest in varying periods over 71 months subject to performance conditions based on Pac-Van, Inc. achieving certain EBITDA targets for the fiscal years 2010 through 2013. These stock options are subject to continued service with us2013 and have a ten-year term.

(5)		These options vested over 20 months and were subject to performance conditions based on, among other things, achieving a certain EBITDA target for fiscal year 2010. These stock options have a ten-year term.

(6)		These options ~~vest~~vested over four years and were subject to achieving a three-year cumulative EBITDA target ~~subject to adjustment for U.S. Dollar to Australian currency exchange rates and debt levels over established thresholds~~ and have a ten-year term.

(7)		These options ~~vest~~vested over 42 months and were subject to achieving a three-year cumulative EBITDA target ~~subject to adjustment for U.S. Dollar to Australian currency exchange rates and debt levels over established thresholds~~ and have a ten-year term.

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(8)		These options ~~vest~~vested over 40 months and were subject to achieving a three-year cumulative EBITDA target ~~subject to adjustment for U.S. Dollar to Australian currency exchange rates and debt levels over established thresholds~~ and have a ten-year term.

(9)

These options ~~vest~~vested in three equal installments on June 7 of each of 2014, 2015 and 2016 and have a ten-year term.

(10)	These options vest in three equal installments on June 15 of each of 2016, 2017 and 2018, subject to continued service with us, and have a ten-year term.

(11)
~~(10)~~		~~These~~Of these non-vested stock equity, or restricted stock, awards the fiscal year 2013 grants vest ~~over 39 months,~~in September 2016, and was subject to achieving a 100% level of adjusted EBITDA and return of capital targets for the fiscal years ~~ending~~ended June 30, 2014 and 2015.

~~(11)~~		~~Market price assumes a price of $4.65 per share, the closing price for our common shares~~ The fiscal year 2016 grants vest in three equal installments on June ~~28, 2013.~~8 of each of 2017, 2018 and 2019, subject to continued service with us.

~~No Named Executive Officer exercised any stock options, nor were there any vesting of non-vested equity share awards, during fiscal year 2013.~~

Employment Agreements

On February 11, 2009, we entered into an employment agreement with Ronald Valenta, under which he agreed to serve to serve as our Chief Executive Officer. Under the employment agreement and base salary increases approved by the Compensation Committee, Mr. Valenta received a base annual salary of ~~$325,000~~$425,000 during fiscal year ~~2013~~2016 and is eligible to receive an annual bonus each fiscal year ~~of up to 35% of his base salary,~~determined by the Compensation Committee, provided he is employed on the last day of such year. We reimburse Mr. Valenta up to $2,500 per month for a car allowance and health, dental, vision and supplemental disability premiums for Mr. Valenta and his family. Mr. Valenta is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement.

On September 11, 2006, we entered into an employment agreement with Charles E. Barrantes, under which he agreed to serve as our Executive Vice President and Chief Financial Officer. Under the employment agreement and base salary increases approved by the Compensation Committee, Mr. Barrantes received a base annual salary of ~~$250,000~~$280,000 during fiscal year ~~2013~~2016 and is eligible to receive an annual bonus each fiscal year ~~of up to 35% of his base salary,~~determined by the Compensation Committee, provided he is employed on the last day of such year. We reimburse Mr. Barrantes for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Barrantes is entitled to participate on the same basis in all offered benefits or programs as any other employee. On June 30, 2009, we entered into an amended and restated employment agreement with Mr. Barrantes that provides that Mr. Barrantes is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement.

On ~~December 14, 2007,~~June 1, 2015, we entered into an employment agreement with ~~Christopher A. Wilson,~~Jody Miller, under which he agreed to serve as our ~~General Counsel,~~Executive Vice ~~President and Secretary.~~President. Under the employment agreement, ~~as amended in August 2009,~~ Mr. ~~Wilson~~Miller received a base annual salary of ~~$200,000~~$335,000 during fiscal year ~~2013,~~2016, and is eligible to receive an annual bonus each fiscal year of up to ~~35%~~70% of his base salary, provided he is employed on the last day of such year. Mr. ~~Wilson~~Miller is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement. We pay Mr. Miller an automobile allowance of $650 per month, and we reimburse Mr. Miller for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Miller is entitled to participate on the same basis in all offered benefits or programs as any other employee.

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The Company entered into an employment agreement with Mr. Kluckman on September 15, 2011, under which he agreed to serve as our Executive Vice President of Business Development. Under the employment agreement, Mr. Kluckman received a base annual salary of $180,000 during fiscal year 2012, and his base salary was increased to $235,000 in fiscal year 2016. Mr. Kluckman is eligible to receive an annual bonus each fiscal year as determined by the Compensation Committee, provided he is employed on the last day of such year. Mr. Kluckman is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement. We reimburse Mr. ~~Wilson~~Kluckman for health, dental, vision and supplemental disability premiums for himself and his family. Mr. ~~Wilson~~Kluckman is entitled to participate on the same basis in all offered benefits or programs as any other employee.

On July 22, 2008, Pac-Van entered into an employment agreement with Theodore Mourouzis, under which he agreed to serve as the President and Chief Operating Officer of Pac-Van. Under the employment agreement, as amended in October 2010, and base salary increases approved by the Compensation Committee, Mr. Mourouzis received a base annual salary of $199,039 during fiscal year 2013 and is eligible to receive an annual bonus each fiscal year based on criteria approved by the Compensation Committee, provided he is employed on the last day of such year. The employment agreement provides that Pac-Van will pay Mr. Mourouzis non-compete payments equal to eight months of his base salary in the event his employment is terminated without cause, as defined in the employment agreement.

Royal Wolf ~~employs~~employed Robert Allan pursuant to an employment agreement ~~as amended, that will continue indefinitely, unless terminated by~~dated May 30, 2014. Mr. Allan orretired from Royal Wolf ~~upon at least six months’ notice.~~Holdings on June 30, 2016. Under his employment agreement at ~~June~~May 30, ~~2011 and base salary increases approved by the Royal Wolf Holdings Nomination and Remuneration Committee,~~2014, Mr. Allan received a base annual salary of ~~AUD $501,460~~A $535,000 (including superannuation contributions) ~~and received~~, an annual performance bonus targeted at 25% of ~~AUD $142,000~~the base annual salary based upon the achievement of specified performance ~~indicators.~~indicators and a long term incentive and targeted at 50% of the base annual salary. The ~~maximum annual~~employment agreement also granted Mr. Allan performance ~~bonus is~~rights work approximately A$300,000 which would vest on July 1, 2016, 2017 and 2018, subject to ~~increase based~~remaining employed by Royal Wolf upon ~~consumer priced index increases.~~those date.

Royal Wolf entered into an employment agreement with Neil Littlewood dated February 7, 2016. Under his employment agreement Mr. Littlewood agreed to serve as the chief executive officer of Royal Wolf Holdings commencing on July 1, 2016 until the agreement was terminated. The employment agreement provides that Mr. Littlewood would be paid an annual base salary of A $475,000 (including superannuation contributions), an annual discretionary bonus targeted at 40% of the annual base salary and long-term incentives in each fiscal year targeted at 40% of the annual base salary. There is no severance or similar obligation to Mr. ~~Allan~~Littlewood under his employment agreement except that Royal Wolf may pay six months’ compensation to Mr. Allan in lieu of providing notice of termination of his employment as described above.

The employment agreements of Mr. Valenta, Mr. Barrantes, Mr. ~~Wilson~~Miller and Mr. ~~Mourouzis~~Kluckman will terminate upon the date of their death or in the event of a physical or mental disability that renders either of them unable to perform his duties for 60 consecutive days or 120 days in any twelve-month period. Mr. Valenta, Mr. Barrantes, Mr. ~~Wilson~~Miller and Mr. ~~Mourouzis~~Kluckman may terminate their respective employment agreements at any time upon 30 ~~days'~~days’ notice to us, and we may terminate these agreements at any time upon notice to Mr. Valenta, Mr. Barrantes, Mr. ~~Wilson or~~Miller and Mr. ~~Mourouzis.~~

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Ronald Valenta, Charles Barrantes and Christopher Wilson and one other officer received compensation for services to the Company in fiscal year 2013. Mr. Mourouzis received compensation as the President of Pac-Van. Robert Allan received compensation as Chief Executive Officer of RWH Holdings Limited, which, with its subsidiaries, we refer to as “Royal Wolf,” an indirectly-owned Australian subsidiary.

Kluckman.

In approving the compensation of Mr. ~~Valenta’s,~~Valenta, Mr. ~~Barrantes’~~Barrantes, Mr. Miller and Mr. ~~Wilson’s compensation,~~Kluckman, the Board of Directors reviewed information provided by management regarding the compensation of comparable level officers of public companies, including companies in the equipment leasing business. The Board also considered the size ~~and stage of development~~ of the Company, ~~Mr. Valenta’s, Mr. Barrantes’ and Mr. Wilson’s~~the experience and prior compensation of Mr. Valenta, Mr. Barrantes, Mr. Miller and Mr. Kluckman, and the scope of the services that each would be required to render (particularly given the lack of support staff and the need to implement policies and procedures). The Board of Directors determined that Mr. Valenta’s, Mr. Barrantes’ and Mr. Wilson’s compensation should consist of a base salary, the opportunity for a material performance-based bonus and stock options.

Potential Payments Upon Termination of Employment or Change in Control

~~We have no agreements or arrangement with any executive officer that provides for payments upon termination of employment, except that the~~

The employment agreements of Mr. Valenta, Mr. Barrantes, Mr. Miller and Mr. ~~Wilson~~Kluckman provide that each is entitled to a lump sum severance payment of twelve months base salary if we terminate their employment without “cause” or he terminates his employment for “good reason.” ~~We have~~There is no ~~other agreements~~severance or ~~arrangements with any executive officer~~similar obligation to Mr. Littlewood under his employment agreement except that ~~provide for payments upon a change~~Royal Wolf may pay six months’ compensation to Mr. Allan in lieu of ~~control.~~

30

providing notice of termination of his employment as described above.

35

TRANSACTIONS WITH RELATED PERSONS

Effective January 31, 2008, ~~the Company~~we entered into a lease with an affiliate of Ronald F. Valenta for ~~its new~~our corporate headquarters in Pasadena, California. The rent is $7,393 per month, effective March 1, 2009, plus allocated charges for common area maintenance, real property taxes and insurance, for approximately 3,000 square feet of office space. The term of the lease ~~ends on January 31, 2018,~~is five years, with ~~one remaining~~two five-year renewal ~~option,~~options, and the rent is adjusted yearly based on the consumer price index. On October 11, 2012, we exercised our option to renew the lease for an additional five-year term commencing February 1, 2013. Rental payments were $110,000 in ~~both~~each of fiscal year ~~2012~~2014, fiscal year 2015 and fiscal year ~~2013.~~

2016.

Effective October 1, 2008, ~~the Company~~we entered into a services agreement with an affiliate of Mr. Valenta for certain accounting, administrative and secretarial services to be provided at the corporate offices and for certain operational, technical, sales and marketing services to be provided directly to the Company’s operating subsidiaries. Charges for services rendered at the corporate offices will be, until further notice, at $7,000 per month and charges for services rendered to ~~the Company’s~~our subsidiaries will vary depending on the scope of services provided. The services agreement provides for, among other things, mutual modifications to the scope of services and rates charged and automatically renews for successive one-year terms, unless terminated in writing by either party ~~not less than 30 days~~ prior to the fiscal year end. Total charges to us at the ~~Company~~corporate office for services rendered under this agreement totaled ~~$197,000 ($84,000 at the corporate office and $113,000 at the operating subsidiaries)~~$84,000 in fiscal year ~~2012 and $84,000 at the corporate office in fiscal year 2013.~~

2014. The services agreement was terminated by us effective June 30, 2014.

Revenues at Pac-Van from affiliates of Mr. Valenta totaled ~~$48,000 and $64,000~~$33,000 during fiscal year 2014. There were no revenues from affiliates in fiscal year ~~2012~~2015 or fiscal year 2016.

The premises of Pac-Van’s Las Vegas branch is owned by and currently leased from Patsy Roumanos, the acting Pac-Van branch manager, through December 31, 2014, with the right for an additional two-year extension through December 31, 2016. On December 29, 2014, we extended the lease for an addition two years. Rental payments on this lease totaled $118,000 in each of fiscal year 2014, fiscal year 2015 and fiscal year ~~2013, respectively, and equipment and other services purchased by Pac-Van from these affiliated entities totaled $40,000 and $3,000 in fiscal year 2012 and fiscal year 2013, respectively.~~

2016.

We have not adopted a formal written policy regarding transactions with related persons. However, in general, any such material transaction would require approval of the Board, with any interested director abstaining.

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36

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Stockholders who want to communicate with the Board or any individual director should write to: Secretary, General Finance Corporation, 39 East Union Street, Pasadena, California 91103. The letter should indicate that you are a stockholder of General Finance Corporation and set forth the number of shares you hold and how the shares are held if they are not registered in your name. Depending upon the subject matter, the Secretary will:

Forward the communication to the director or directors to whom it is addressed;


	•	~~Forward the communication to the director or directors to whom it is addressed;~~

	•	Delegate the inquiry to management where it is a request for information about the Company or a stock-related matter; or

	•	~~Not forward the communication, if it is primarily commercial in nature, or if it relates to an improper or irrelevant topic, or is repetitive or redundant.~~

Not forward the communication, if it is primarily commercial in nature, or if it relates to an improper or irrelevant topic, or is repetitive or redundant.

STOCKHOLDER RECOMMENDATIONS FOR BOARD NOMINEES

The Company’s Bylaws require that a stockholder’s notice of a person or persons the stockholder wishes to nominate as director or submit a proposal for vote at the Annual Meeting of Stockholders must be delivered in writing to the Company’s Secretary at 39 East Union Street, Pasadena, California 91103 not less than 60 days nor more than 90 days prior to the date of the ~~2013~~2016 Annual Meeting of Stockholders. If the Company does not publicly disclose the date of the ~~2013~~2016 Annual Meeting of Stockholders at least 70 days prior to the date of the meeting, a stockholder’s notice must be received by the Company’s Secretary not later than the close of business on the 10^th day following the day on which such notice of the date of meeting was mailed or such public disclosure of such meeting was made.

We intend to hold our ~~2014~~2017 Annual Meeting of Stockholders in December ~~2014.~~2017. As a result, if, for example, we hold our ~~2014~~2017 Annual Meeting of Stockholders on December ~~4, 2014~~7, 2017 and publicly disclose or notify stockholders by mail of the date of the ~~2014~~2017 Annual Meeting of Stockholders at least 100 days prior to December ~~4, 2013,~~7, 2017, any notice given by a stockholder pursuant to these provisions of our Bylaws must be received no earlier than September ~~5, 2014~~8, 2017 and no later than October ~~5, 2014.~~

8, 2017.

To be in proper form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our Bylaws. A stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaws and legal requirements. The Company will not consider any proposal or nomination that does not meet the requirements of the Company’s Bylaw and SEC requirements for submitting a nomination.

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Stockholders who pursuant to Rule 14a-8 under the Exchange Act wish to present proposals for inclusion in the proxy materials to be distributed in connection with our proxy statement for the 2017 annual meeting must submit their proposals and proof of ownership of our common stock, in accordance with Rule 14a-8 under the Exchange Act, to our corporate secretary at our principal executive offices no later than the close of business on June 16, 2017 (120 days prior to the anniversary of this year’s mailing date). To be in proper form a stockholder’s notice must include the specified information concerning the nominee or proposal required by our Bylaws. Any nomination or proposal which is not in the proper form or which is not submitted on a timely basis, as described above, will not be considered by the Company to be included in our proxy statement. The Company reserves the right to exclude any proposal that does not comply with these or other applicable requirements.

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OTHER MATTERS

Management does not know of any matters to be presented to the Annual Meeting other than those set forth above. However, if other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote said proxy in accordance with the recommendation of the Board and authority to do so is included in the proxy.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

We will furnish without charge a copy of our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013,~~2016 (the “2016 Annual Report”), as filed with the Securities and Exchange Commission, including the financial statements and financial statement schedule thereto, to any stockholder who so requests by writing to: Secretary, General Finance Corporation, 39 East Union Street, Pasadena, California 91103.

The 2016 Annual Report is not incorporated into this proxy statement and is not to be considered to be a part of our proxy solicitation materials.

By Order of the Board of Directors

Christopher A. Wilson

General Counsel, Vice President and Secretary

Dated: October 14, 2016

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PROXY		Please mark your votes like this		x


THEBOARDOFDIRECTORS RECOMMENDSTHATYOUVOTE“FOR” THENOMINEES:

1.

Election of the following nominee as the Class A Director:

FOR ALL

WITHHOLD

ALL

FOR ALL EXCEPT

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “3 YEARS” ON THE FOLLOWING PROPOSAL:

NOMINEES:

(1) Manuel Marrero

¨

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To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the numbers of the nominee(s) on the line below.

4.

Advisory vote on the frequency of future advisory votes on executive compensation:

3 YEARS

¨

2 YEARS

¨

1 YEAR

¨

ABSTAIN

¨

(Authority to vote for the nominee may be withheld by lining through or otherwise striking out the name of the nominee.)

THEBOARDOFDIRECTORS RECOMMENDSTHAT YOU VOTE“FOR”PROPOSALS2AND3:

THIS PROXYWHENPROPERLY EXECUTEDWILLBE VOTEDAS INDICATED.IFNOCONTRARYINDICATIONISMADE,THEPROXYWILLBE VOTED INFAVOROF ELECTINGTHELISTEDBOARD NOMINEE ON PROPOSAL 1, FOR PROPOSALS 2AND3ANDINFAVOROF“3YEARS”ONPROPOSAL4.IFANYOTHERMATTERSPROPERLY COME BEFORETHEMEETING,THEPROXYWILLBE VOTED ASTHEBOARD MAY RECOMMEND. THISPROXY IS SOLICITED ON BEHALF OFTHEBOARD OFDIRECTORS.

2.

Ratification of the selection of Crowe Horwath LLP as our independent auditors for the fiscal year ending June 30, 2017:

FOR

AGAINST

ABSTAIN

~~By Order of the Board of Directors~~¨

¨

COMPANY ID:

3.

Advisory vote on executive compensation

FOR

AGAINST

ABSTAIN

¨

PROXY NUMBER:

ACCOUNT NUMBER:

Signature

Signature, if heldjointly

~~Christopher A. Wilson~~

~~General Counsel, Vice President and Secretary~~

Date

, 2016.

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

~~Dated: October 21, 2013~~

33

~~PROXY~~

~~GENERAL FINANCE CORPORATION~~

~~ANNUAL MEETING OF STOCKHOLDERS~~

1. Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held December ~~5, 2013~~

1, 2016

The proxy statement and our 2016 Annual Report to Stockholders are

available at http://www.cstproxy.com/generalfinance/2016

p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

GENERAL FINANCE CORPORATION

The undersigned hereby appoints Charles E. Barrantes and Christopher A. Wilson, and each of them, the proxy or proxies of the undersigned with full powers of substitution each to attend and to vote at the Annual Meeting of Stockholders of General Finance Corporation to be held on December ~~5, 2013~~1, 2016 at the office of General Finance Corporation located at 39 East Union Street, Pasadena, California, beginning at 10:00 a.m. local time, and any adjournments thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if personally present, in the manner indicated below and on the reverse side, and on any other matters properly brought before the Annual Meeting or any adjournments thereof, all as set forth in the Proxy Statement dated October ~~18, 2013.~~

~~(Please mark your choice like~~14, 2016.

When properly signed, this ~~/x/~~proxy will be voted as directed. It no direction is provided, the proxies will be voted in ~~black or blue ink.)~~

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE~~

~~“FOR” THE NOMINEES:~~

~~(1)~~

~~Election of the following nominees as the Class A directors:~~

	01	~~David M. Connell~~
	02	~~Manuel Marrero~~


o ~~FOR ALL~~		o ~~WITHHOLD ALL~~		o ~~FOR ALL EXCEPT~~ ~~To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and write the number(s) of the nominee(s) on the line below.~~

~~(Authority to vote for the nominee may be withheld by lining through or otherwise striking out the name of the nominee.)~~

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE~~

~~“FOR” PROPOSALS~~favor of electing the listed Board nominee on Proposal 1, for Proposals 2 ~~AND 3:~~

~~(2)~~

~~Ratification~~and 3 and in favor of ~~the selection of Crowe Horwath LLP as our independent auditors:~~


		o ~~FOR~~		o ~~WITHHOLD~~

~~(3)~~

~~Advisory vote on executive compensation:~~


		o ~~FOR~~		o ~~AGAINST~~

34

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE~~

“3 ~~YEARS” ON THE FOLLOWING PROPOSAL:~~

~~(4)~~

~~Advisory vote on the frequency of future advisory votes on executive compensation:~~


o ~~3 YEARS~~		o ~~2 YEARS~~		o ~~1 YEAR~~		o ~~ABSTAIN~~

~~NOTE:~~

~~When properly~~Years” on Proposal 4.

(Continued and to be marked, dated and signed, this proxy will be voted as directed. If no direction is provided, the proxies will vote for each of the listed board nominees on proposal 1, for proposals 2 and 3 and in favor of "3 Years" on proposal 4. If any other matters properly come before the meeting, the proxies will vote as the Board may recommend.

~~(This proxy is continued~~ on the ~~reverse side. Please date, sign and return promptly.)~~

35

~~THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS (INCLUDING FORM 10-K) OF GENERAL FINANCE CORPORATION~~


			(Signature should be exactly as name or names appear on this proxy. If stock is held jointly, each holder should sign. If signature is by attorney, executor, administrator, trustee or guardian, please give full title. If the holder is a corporation or a partnership, please sign in full corporate or partnership name by an authorized officer or partner.)

							~~Date: _________________, 2013~~

			~~Signature~~

							~~Date: _________________, 2013~~

			~~Signature if held jointly~~

			~~I plan to attend the Annual Meeting: Yes~~ o No o

36

other side)

	o
¨		Preliminary Proxy Statement
	o
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ		Definitive Proxy Statement
	o
¨		Definitive Additional Materials
	o
¨		Soliciting Material Pursuant to §240.14a-12



þ		No fee required.
	o
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	o¨		Fee paid previously with preliminary materials.

	o¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~Sincerely,~~


~~Lawrence Glascott~~		~~Ronald F. Valenta~~
~~Chairman of the Board~~		~~President and Chief Executive Officer~~

	Fees Earned
	or Paid in
Name	Cash ($)
Lawrence Glascott	$	83,000

David M. Connell		77,500

Manuel Marrero		44,000

James B. Roszak		79,000

Susan L. Harris		67,500

Ronald F. Valenta		—


	(1)		Title of each class of securities to which transaction applies:




(2)		Aggregate number of securities to which transaction applies:




(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




(4)		Proposed maximum aggregate value of transaction:




(5)		Total fee paid:


	(1)		Amount Previously Paid:




(2)		Form, Schedule or Registration Statement No.:




(3)		Filing Party:




(4)		Date Filed:


	2.		*Ratification of Appointment of the Independent Registered Public Accounting Firm*. Ratify the selection of Crowe Horwath LLP as our independent auditors for the fiscal year ending June 30, ~~2014;~~ 2017;


	3.		*Advisory Vote Regarding Executive Compensation*. Vote on an advisory (non-binding) basis resolution regarding executive compensation;


	4.		*Frequency of Advisory Votes on Executive Compensation*. Vote on an advisory (non-binding) basis regarding the frequency of future advisory votes on executive compensation; and


	5.		*Other Business*. Transact any other business that may properly be presented at the Annual Meeting.


		~~Respectfully Submitted~~

		~~Christopher A. Wilson~~
		~~General Counsel, Vice President & Secretary~~


	•		~~is present at the Annual Meeting; or~~

	•		~~has properly submitted a completed, signed and dated proxy card.~~


					Term to
Name	Age		Director Since		Expire
Nominees—Class A Directors:
David M. Connell		68		2005		2013
Manuel Marrero		54		2005		2013
Class B Directors:
Lawrence Glascott (Chairman)		78		2005		2014
James B. Roszak		71		2005		2014
Susan L. Harris		55		2008		2014
Class C Director:
Ronald F. Valenta		53		2005		2015


	•	~~Ethics and integrity;~~

	•	~~Ability to attend regular and special board and committee meetings and willingness to perform the duties of a director;~~

	•	~~Excellent moral character and reputation;~~

	•	~~Industry knowledge, contacts and network of potential clients in industries served by the Company;~~

	•	~~Ability to be responsible and fair-minded;~~

	•	~~Prior experience on boards of directors;~~

	•	~~Senior-level management experience;~~

	•	~~Whether the candidate has a background that would provide diversity to the Board; and~~

	•	~~Possession of specific skills in auditing, accounting, personnel and finance.~~


	Beneficial Ownership
	Number of		Percent of
Name	Shares(1)		Class(1)
Ronald F. Valenta(2)(3)		4,402,721		18.1	%
James B. Roszak(2)(4)		65,875		(*	)
Lawrence Glascott(2)(5)		103,100		(*	)
Manuel Marrero(2)(6)		89,250		(*	)
David M. Connell(2)(7)		67,499		(*	)
Susan Harris(2)(8)		16,500		(*	)
Charles E. Barrantes(2)(9)		292,750		1.2	%
Christopher Wilson(2)(10)		306,950		1.2	%
Jeffrey Kluckman(2)(11)		66,838		(*	)
Robert Allan(12)(13)		115,255		(*	)
Theodore M. Mourouzis(14)(15)		472,518		1.9	%
Gilder, Gagnon, Howe & Co. LLC(16)		652,466		2.7	%
Olowalu Holdings, LLC(17)		2,680,498		11.0	%
2863 S. Western Avenue Palos Verdes, California 90275
Jonathan Gallen(18)		250,000		1.0	%
299 Park Avenue, 17th Floor New York, New York 10171
Neil Gagnon(19)		4,069,278		16.7	%
1370 Avenue of the Americas, Suite 2400 New York, New York 10019
Jack Silver(20)		784,000		3.2	%
SIAR Capital LLC 660 Madison Avenue New York, New York 10021
Ronald L. Havner, Jr.(21)		2,538,655		10.4	%
LeeAnn R. Havner The Havner Family Trust c/o Karl Swaidan Hahn & Hahn LLP 301 East Colorado Boulevard, Suite 900 Pasadena, California 91101
Ebb Tide Investments Limited(22)		1,059,336		4.4	%
Second Floor Windsor Place 22 Queen Street Hamilton, HM HX Bermuda
All executive officers and directors as a group (eleven persons)		5,999,256		23.9	%


	Beneficial Ownership
Name	Number of Shares(1)		Percent of Class(1)
Directors and Executive Officers
Ronald F. Valenta(2)(3)		4,695,876		17.7	%
James B. Roszak(2)(4)		94,091		(*	)
Larry D. Tashjian(2)(5)		198,019		(*	)
Manuel Marrero(2)(6)		114,466		(*	)
David M. Connell(2)(7)		87,715		(*	)
Susan L. Harris(2)(8)		41,716		(*	)
William H. Baribault(2)(9)		11,083		(*	)
Charles E. Barrantes(2)(10)		206,250		(*	)
Christopher Wilson(2)(11)		441,852		1.7	%
Jeffrey Kluckman(2)(12)		175,805		(*	)
Neil Littlewood(13)		-0-		(*	)
Theodore M. Mourouzis(14)(15)		589,349		2.2	%
Jody M. Miller(2)(16)		120,867		(*	)
All executive officers and directors as a group (thirteen persons)		6,777,089		25.8	%
5% Stockholders
Olowalu Holdings, LLC(17)		2,680,498		10.2	%
2863 S. Western Avenue Palos Verdes, California 90275
Neil Gagnon(18)		5,380,579		20.4	%
1370 Avenue of the Americas, Suite 2400 New York, New York 10019
Ronald L. Havner, Jr. and Lee Ann R. Havner (19)		2,540,655		9.6	%
c/o Karl Swaidan Hahn & Hahn LLP 301 East Colorado Boulevard, Suite 900 Pasadena, California 91101
Ebb Tide Investments Limited(20)		1,369,336		5.2	%
Second Floor Windsor Place 22 Queen Street Hamilton, HM HX Bermuda


Annual Retainer—Chairman of the Board	$	60,000
Annual Retainer—Non-Employee Directors		40,000
Additional Annual Retainer — Audit Committee Chair		12,000
Additional Annual Retainer — Compensation Committee Chair		10,000
Additional Annual Retainer — Nominating and Governance Committee Chair		6,000
Committee Meeting Attendance Fee		1,500


Name	Age		Director Since		Term to Expire
Nominee—Class A Director:
Manuel Marrero		58		2005		2016
Class B Directors:
James B. Roszak		75		2005		2017
Susan L. Harris		59		2008		2017
Class C Director:
Ronald F. Valenta (Chairman)		57		2005		2018
William H. Baribault		71		2015		2018
Larry D. Tashjian		63		2014		2018


	2012		2013

Audit Fees	$	513,878	$	541,956
Audit-Related Fees		42,545		100,150
Tax Fees		95,418		28,975
All Other Fees		5,282		---



	•	Our compensation program does not change significantly from year to year and is designed to induce performance over a multi-year period. A vote held every three years would be more consistent with, and provide better input on, our long-term compensation, which constitutes a significant portion of the compensation of our Named Executive Officers;

	•	Holding a “Say-When-On-Pay” vote every three years gives the Board and the Compensation Committee sufficient time to thoughtfully consider the results of the advisory vote, to engage with stockholders to understand and respond to the vote results and effectively implement any appropriate changes to our executive compensation policies and procedures;

	•	A three-year vote cycle will provide stockholders with a more complete view of the amount and mix of components of the compensation paid to our Named Executive Officers, as the amount and mix of components may differ from year to year;

	•	A three-year period between votes will give stockholders sufficient time to evaluate the effectiveness of our short- and long-term compensation strategies and the related business outcomes of the Company, and whether the components of the compensation paid to our Named Executive Officers have achieved positive results for the Company; and

	•	Many large stockholders rely on proxy advisory firms for vote recommendations. We believe that a triennial vote on executive compensation, rather than an annual or biennial vote, will help proxy advisory firms provide more detailed and thorough analyses and recommendations. Less frequent Say-on-Pay votes will improve the ability of institutional stockholders to exercise their voting rights in a more deliberate, thoughtful and informed way that is in the best interests of stockholders.


		~~Respectfully Submitted,~~

		~~James B. Roszak, Chairman~~
		~~Lawrence Glascott~~
		~~David M. Connell~~

(1)		Based on ~~24,336,925~~26,221,772 shares of common stock ~~outstanding.~~outstanding as of October 11, 2016. In accordance with the rules of the SEC, person is deemed to be the beneficial owner of shares that the person may acquire within the following 60 days (such as upon exercise of options or warrants or conversion of convertible securities). These shares are deemed to be outstanding for purposes of computing the percentage ownership of the person beneficially owning such shares but not for purposes of computing the percentage of any other holder.

(2)		Business address is c/o General Finance Corporation, 39 East Union Street, Pasadena, California 91103.

(3)		Includes ~~4,351,671~~4,459,876 (including ~~45,500~~75,000 restricted shares) shares owned, ~~and 51,050~~58,006 shares owned by Mr. Valenta’s wife and minor ~~children.~~

~~(4)~~		~~Includes 50,875 shares owned~~children and ~~15,000~~236,000 shares that may be acquired upon exercise of options.


~~(5)~~	(4)	Includes ~~88,100~~76,091 shares owned ~~and 15,000 shares that may be acquired upon exercise of options.~~

~~(6)~~		~~Includes 71,250 shares owned~~(including 11,083 restricted shares) and 18,000 shares that may be acquired upon exercise of options.


~~(7)~~	(5)	Includes ~~49,499~~13,500 shares owned by Mr. Tashjian’s children over which Mr. Tashjian exercises investment power and 11,083 restricted shares, 23,500 shares owned by a family limited partnership and 6,145 shares owned by a family trust.


~~(8)~~	(7)	Includes ~~1,500~~69,715 shares owned (including 11,083 restricted shares) and ~~15,000~~18,000 shares that may be acquired upon exercise of options.

(8)	Includes 23,716 shares owned (including 11,083 restricted shares) and 18,000 shares that may be acquired upon exercise of options.


~~(10)~~	(11)	Includes ~~61,950~~88,352 shares (including ~~14,500~~10,000 restricted shares) owned and ~~245,000~~353,500 shares that may be acquired upon exercise of stock options


~~(11)~~	(12)	Includes ~~46,113~~64,138 shares (including ~~14,500~~15,000 restricted shares) owned, ~~525~~450 shares owned by Mr. Kluckman’s minor children and ~~20,000~~111,667 shares that may be acquired upon exercise of stock options.


~~(12)~~	(13)	Business address is Suite 201, Level 2, 22-28 Edgeworth David Avenue, Hornsby, New South Wales, Australia 2077

~~(13)~~		~~Includes 30,255 shares owned and 85,000 shares that may be acquired upon the exercise of stock options.~~

(14)		Business address is 9155 Harrison Park Court, Indianapolis, INIndiana 46216.

(15)		Includes ~~404,699~~410,349 shares ~~(including 14,500 restricted shares)~~ owned, 2,819 shares owned by Mr. ~~Mourouzis'~~Mourouzis’ minor children and ~~65,000~~179,000 shares that may be acquired upon exercise of stock options.

(16)		Information is based upon an Amendment to Schedule 13G filed on July 12, 2010. Gilder, Gagnon, Howe & Co. LLC is a New York limited liability and broker or dealer registered under the Securities Exchange Act of 1934. The shares shown include 28,865 shares as to which Gilder, Gagnon, Howe & Co. LLC has sole voting power and 880,871 shares as to which it has investment power. Of these 880,871 shares, 772,678 shares are held in customer accounts under which partners or employees of Gilder, Gagnon, Howe & Co. LLC have discretionary authority to dispose or direct the disposition of the shares, 108,193 shares are held in accounts of its partners and 28,865 shares are held in its profit-sharing plan.	Includes 81,509 restricted shares.

(17)		Information is based upon Amendment No. 4 to Schedule 13G filed on January 3, 2013. Olowalu Holdings, LLC (“Olowalu”), is a Hawaiian limited liability company, of which Rick Pielago and Marc Perez are the managers. Olowalu shares voting and investment power as to all of the shares shown with U.S. Commonwealth Life A.I., a Puerto Rican company, and the Ronald Valenta Irrevocable Life Insurance Trust No. 1, a California trust, of which Mr. Pielago is trustee. The Ronald Valenta Irrevocable Life Insurance Trust No. 1 is an irrevocable family trust established by Ronald F. Valenta in December 1999 for the benefit of his wife at the time, any future wife, and their descendants. Mr. Valenta, himself, is not a beneficiary of the Trust, and neither he nor his wife or their descendants has voting or investment power, or any other legal authority, with respect to the shares shown. Mr. Valenta disclaims beneficial ownership of the shares held by the Trust. Mr. Pielago and Mr. Perez may be deemed to be the control persons of Olowalu, and Mr. Pielago may be deemed to be the control person of the Ronald Valenta Irrevocable Life Insurance Trust No. 1.


(19)		~~Information is based upon an Amendment to Form 4 filed on October 9, 2013.~~

~~(20)~~		Information is based upon an Amendment to Schedule 13G filed on December 11, 2009. The shares shown are held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is a trustee.

~~(21)~~	Information is based upon Amendment No. 4 to Schedule 13D filed on December 31, 2012. The shares shown ~~include 2,000 shares as to which Ronald L. Havner has sole voting power, 3,000 shares as to which his wife, LeeAnn R. Havner, has sole voting power,~~consist of 1,038,655 shares owned by ~~The~~the Havner Family Trust, ~~of which Mr.~~2,000 shares held by Ronald L. Havner, ~~and Mrs. Havner serve as Co-Trustees,~~Jr. and 1,500,000 shares owned by JCS Ventures II, LLC, a limited liability company of which Mr. Havner and Mrs. Havner act as managers. ~~Mr. and Mrs. Havner may he deemed to beneficially own all of the shares held by the Trust.~~